Governance Review/Implementation

This is a table setting out the recommendations listed in the Hudson Review, together with the actions, responsibilities and timelines. It is a working document not a statement of policy.

Hudson Review

Ref	Summary	Done?	Who?	Level	Status/target date	Notes and links
1	Board of 7 elected and 3 co-opted trustees	y	Members at EGM	Structure	Done Motion passed at 2013 EGM. New Co-opted trustees joined the board at the December 2013 meeting.	EGM 2013
2	Increase the maximum size to 11	y	Members at EGM	Structure	Done April 2013 EGM	EGM 2013
3	Terms of office 2 years, 3-year maximum	y	Members, at AGM	Structure	Done June 2013	WikiConference UK 2013
4	2-year term for Chair	y	Board	Structure	Done March 2014	Board meeting 8 March 2014
5	Clarify roles of officers	y	Board	Process	Done March 2014	Trustee officer roles
6	Establish a Governance Committee	y	Board	Structure	Done March 2013	Governance Committee Charter agreed 27th March 2013. Meeting reguarly with timetable to 2015.
7	GovCom chaired by the Chair	y	Board	Process	Done March 2014	Board meeting 8 March 2014
8	Establish an Audit Committee	y	Board	Structure	Done April 2013	Audit and Risk Committee charter agreed 27 March 2013. Meeting regularly.
9	Change articles to implement Rec 1	y	For members at EGM	Structure	Done April 2013	Accepted at EGM
10	GovCom to emphasise diversity of Board	y	GovCom	Process	Done Dec 2013	Board now demonstrates good range of diversity in terms of gender, race, age and geography: see Board.
11	Professional development of Trustees	y	Chair	Process	Done June 2013	All trustees have received induction and plans for further training being developed.
12	Term of Office of chair to begin 6 months after elections	y	Board	Process	Done October 2013	Current Chair took office in December 2013, which was six months after the AGM, as suggested here. Agreed in April 2013 that this should be a matter of custom and practice. In her interim governance report of October 2013, Rosie Chapman rated this recommendation as 'achieved'.
13	Mentoring/coaching support for Chair	y	Chair	Process	Done Dec 2013	This is in place with assistance from our ex chair, Chris Keating, and also through the current chair's membership of The Association of Chairs.
14	Review of Chair's performance once every 2 years	y	Govcom	Process	December 2015	Added to office diary
15	Board to agree strategic plans with CE and get traffic light reports on progress	y	Board and CE	Process	Done March 2014.	Board meeting 8 March 2014. First reports due under the new system June 2014
16	GovCom to review governance once every 2 years	y	Govcom	Process	December 2014	Added to office diary
17	Light-touch external governance audits after 9 and 18 months	y	Govcom	Contract awarded,	Done October 2013. August 2014 planned.	File:Interim governance audit report, Oct 2013.pdf October 2013 concluded. We are committed to a further final light touch audit in around August 2014
18	Board meetings: Move towards a structure of 4 or 5 half-day or full-day meetings, accompanied by workshops	y	Chair and Secretary	Meetings	Done December 2013	New meeting timetable agreed up to 2016
19	Decisions between meetings to be taken by Chair with appropriate consultation	y	Chair	Process	Done This is happening. The Chair is actively taking steps to move things on between meetings, and to ensure that on Wiki board decisions are taken between meetings as necessary and in compliance with the charity's policies	The Chair has not sought, and does not consider it necessary to have, executive powers beyond those of a normal trustee to take binding decisions between meetings out of process
20	Board agendas to be planned by Chair and CE	y	Chair, Secretary and CE	Meetings	Done Feb 2014	We also have a Board agenda template
21	Chair to push Board to decisions	y	Chair	Meetings	Done	New chair in Dec 2013. Clear decision making is in place.
22	Part of 2 Board meetings to be conducted without Chief Executive, and part of 2 meetings to be conducted with CE but no other staff	y	Chair	Meetings	Done Doing this as standard.	Board agenda template
23	Board to discuss forward agenda twice a year	y	Chair	Meetings	Done	Agenda items listed on timetable
24	Secretary to ensure minutes are clear record of important issues, use Foundation model	y	Secretary	Meetings	Done All backlog cleared, Dec 2013.	Clear minute taking established.
25	In-camera sessions should continue to be used where appropriate	y	Chair	Meetings	Done	Short in camera sessions form a regular part of every meeting: see Board agenda template
26	Adopt and observe high standards for COIs	y	Chair and Board	Process	Done Feb 2013	See Conflict of Interest Policy. In addition, trustees are required to disclose any possible conflicts at the start of each board meeting
27	COIs to be declared early	y	Chair and Board	Behaviour	Done Feb 2013	See Conflict of Interest Policy. In addition, trustees are required to disclose any possible conflicts at the start of each board meeting
28	Disclose COIs early, including within Wikimedia movement	y	Chair and Board	Behaviour	Done	Possible conflicts are being raised immediately with the chair
29	Board to examine size and extent of COIs	y	Chair and Board	Behaviour	Done at all board meetings	See Board agenda template
30	Trustees not to use Wikimedia UK name & title to advance private interests	y	Chair and Board	Behaviour	Done	This has not occurred, and would be in direct contravention of our Conflict of Interest Policy
31	Conflicted trustees to resign if nature and extent of interests incompatible	y	Chair and Board	Process	Done Feb 2013	Covered by the Conflict of Interest Policy. This has not actually occurred in practice
32	Trustees only to take up employment funded by Wikimedia UK with permission of the Board	y	Chair and Board	Process	Done Feb 2013	Conflict of Interest Policy
33	Scheme of delegation for CE	y	Board	Process	Done January 2014.	Scheme of Delegation; Matters reserved for the Board
34	Staff instructions to come from Chief Executive	y	Board	Behaviour	Done	Trustees never instruct staff to take action, and all instructions come through the CE
35	Chief Executive to report to Board through Chair	y	Chair, CE	Process	Done	Monthly 1:1 meetings are held between chair and CE. Working very well.
36	Trustees to step down prior to applying for Wikimedia UK staff post, not to rejoin Board for 12 months	y	Chair and board	Process	Done Feb 2013	Conflict of Interest Policy
37	Board to focus on strategic matters	y	Chair and Board	Meetings	Done	The new board (December 2013) strongly supports this
38	Discussions to be handled with respect	y	Board	Behaviour	Done	There are currently no problems at all
39	Governance audit to monitor tone of interactions between staff and trustees	y	Auditor	Behaviour	First audit completed September 2013. Given the then recent and pending changes in board composition we did not feel it was appropriate to look in detail at staff-trustee interactions at that point. However this will be reviewed in detail in the final review of August 2014	Staff-trustee relations are currently very good. On that basis we have marked this row in green, but we will be seeking external confirmation by our auditor in August 2014
40	Seek advice where appropriate	y	Chair	Behaviour	Done
41	Trustees acting in volunteer capacity accountable to Chief Executive rather than directly to Board	y	Board and CE	Process	Done and working well.	An example is the chair's involvement as a volunteer in helping to run with Wiki Loves Monuments contest, where he worked under the direction of the CE
42	Support Chief Executive and avoid micro-managing	y	Board	Behaviour	Done	Working satisfactorily
43	Respectful and professional working relationships	y	All	Behaviour	Done	Working satisfactorily; no issues to report
44	Agree annual budget, delegate individual budget lines	y	Board, CE	Process	Done January 2014	Scheme of Delegation
45	Operational communication with Foundation to be handled via CE, governance-level communication via Chair	y	Board and CE	Process	Done	Working well; regular 1:1 meetings between chair and CE
46	Respectful and professional communication	y	Board and CE	Behaviour	Done	Working well
47	Trademark agreements to be handled via Chief Exec where required	y	Chief Executive	Process	Done	March 2014 discussions with the Foundation about updating our trademark agreements are going through the CE
48	"We believe that the present (Jan 2013) draft of the conflict of interest guidelines under discussion by the Wikimedia community promises to offer helpful guidance on when to disclose potential conflicts of interest to ensure that a decision-maker in the movement is able to manage and evaluate that conflict appropriately"	y	Board	Process	Done Oct 2013	Confirmed as 'achieved' in the interim governance report of Oct 2013. Chapman commented that "The changes that have been made in the organisation's existing conflict of interest policy seem robust in this area". See Conflict of Interest Policy and the Trustee Code of Conduct which further requires compliance with the the seven principles of conduct for directors set out by the Nolan Committee on Standards in Public Life. Declarations of interest are publicly listed at Declarations of Interest
49	Chief Executive or Secretary to produce governance handbook	y	Govcom	Process	Done March 2014	Governance handbook
50	Reach agreement with owners of QRpedia	y	Chief Executive	Process	Done	All complete. Contracts signed, and all domains used by the QRpedia software are now under the control of WMUK

Chapman report, recommendations

In 2013 WMUK commissioned an independent follow up to the Hudson Review. This page repeats, for convenience, the complete list of recommendations set out in Appendix 2 of the Chapman Interim governance audit report of October 2013. The list summarizes the further actions required to implement the recommendations of the Hudson governance review of January 2013.

General

• C1 Put in place a plan for prioritising implementation of the first Governance Review’s outstanding recommendations, to help balance the work against other organisational priorities. Done
• C2 Produce a formal progress report, via the Governance Committee, for each Board meeting. Done All board meetings have included such a report from Govcom.

Board dynamics and role in strategic oversight (recommendations 18 and 37 – 43)

• C3 Consider repeating a team building exercise when the new board of trustees is appointed, perhaps using an external facilitator. Done Dec 2013 (no external facilitator was needed)
• C4 Trustees to consider drawing up a template for the types of decision that are for the Board, and those which could or should be delegated to the Chief Executive, to aid the process of agreeing an appropriate strategic/operational split. Done See Scheme of Delegation; Matters reserved for the Board.

Development of a strategy (recommendation 15)

• C5 Creation of the WMUK strategy to be considered a priority area of work. Done Board meeting 8 March 2014. See Overview of strategy and the linked pages.
• C6 Draft a description of what the strategic goals of WMUK mean in practice. Done Board meeting 8 March 2014. See Strategic goals, Strategy monitoring plan and the linked pages.
• C7 Continue the work, as a matter of priority, to put in place a clear supporting operational plan including budgets, milestones and performance indicators. Done Board meeting 8 March 2014. See Strategy monitoring plan and the linked pages.

Delegations and financial assurance (recommendations 6 – 8, 33 and 44)

• C8 Chief executive to oversee the reconciliation of WMUK’s control accounts each month, so that 
he can be assured that financial controls are in place. Done Professional accountant is in addition checking every quarter.
• C9 Board to amend the charity’s financial regulations so that the Board approves the charity’s annual budget, and then delegates management of the budget to the chief executive. Done Finance Policy
• C10 Chief executive to have oversight of the presentation of quarterly financial management reports to the Board, so that the Board can be assured adequate budget monitoring is in place. Done Professional accountant now in place for quarterly reporting. Quarterly Management Financial Reports now being produced to high standard.

Developing systems to support the governance arrangements (recommendations 20 - 23)

• C11 WMUK to adopt a calendar for the year of key Board decisions. Done Adopted until December 2016.
• C12 WMUK to explore whether it would be appropriate to organise Board agenda items between those for decision and those for information. Done See Board agenda template
• C13 WMUK to use a standard Board template for its reports. Done, as above.

Applying the principles of good governance in a membership charity (recommendations 3, 19, 24 and 25).

• C14 WMUK to consider setting a maximum term of office for their trustees in place of members’ right to continually elect the same trustees. Done Board June 2014; coming to 2014 AGM for members' approval.
• C15 WMUK to develop further its proposals to formalise their relationship with their members through methods such as elected Advisory Councils of members, to supplement wider community involvement and consultation. Doing... This needs long-term community involvement, and ideas such as this are likely to evolve over an extended period of time. The board does not wish to impose any predefined solution.